MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: BELOW AND ELSEWHERE IN THIS ANNUAL REPORT INCLUDES "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT, AND IS SUBJECT TO THE SAFE HARBOR CREATED BY THAT SECTION. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD LOOKING STATEMENTS INCLUDE CHANGES IN GENERAL ECONOMIC CONDITIONS, INDUSTRY TRENDS, CUSTOMER REQUIREMENTS, CUSTOMER CAPITAL EXPENDITURES AND PRODUCT DEVELOPMENTS BY COMPETITORS. PREFACE - ------- In 1997 Radiant Technology Corporation celebrated both its 25th anniversary and its most profitable year. A profit of $.32 per share represents a return on shareholders equity, from the beginning of the year, of 37%. Revenue increased 6% and backlog at year-end was 27% greater than the prior year's end. The Company is positioning itself for growth over the next several years. RTC moved into newer facilities during the year, enhancing production, customer service and staff growth capabilities. Management continues to remain optimistic in obtaining continued growth in revenue and profits. SALES - ----- During the fiscal years ended September 30, 1997, 1996, and 1995, the Company's revenues were derived from sales of the following products: Gross Sales - ----------- (in thousands) 1997 1996 1995 ---- ---- ---- $ % $ % $ % ------------------------------------------- Conveyorized Infrared Ovens and Furnaces 3,797 86 3,574 86 3,382 84 Field Service & Parts 615 14 598 14 641 16 Total 4,412 100 4,172 100 4,023 100 The Company is engaged in the marketing, design, manufacture and service of highly precision thermal processing systems that are primarily used by manufacturers of electronic componentry. The Company's conveyorized (belt) ovens and furnaces are in demand, worldwide, to meet ever-changing process requirements in the semiconductor packaging, flat panel display, hybrid thick film firing, multichip module, photovoltaic (solar cell) and printed circuit board assembly industries. New and inventive uses of the product line for other applications continue to be discovered. The nature and high intensity of the infrared heat produced in the Company's furnaces permits a high rate of heat absorption by the electronic parts processed through them, making them more adaptable to the exacting tolerances and high-speed heating requirements of certain industrial users. Operating costs are significantly lower than for conventional ovens and furnaces. Since these ovens and furnaces can be brought up to operating temperatures in a shorter time span, operate at a faster conveyor belt speed, require less floor space and use less electric energy. To obtain financial growth and stability the Company concentrates on managing the following key elements of its business: Technological Leadership: The Company is constantly in contact with its customers soliciting their input for both continued product improvement and new product development. The Company encourages customers anticipating new thermal processing requirements to contact it regarding their new challenges. 1 Customer Diversity: Customers from different facets of the electronics industry are sought and maintained. As demand for the various manufacturing elements in the electronics high technology industry shifts, RTC works to position itself to be ready to be immediately responsive to changing market emphasis. Service: The Company concentrates on providing timely, high quality, responsiveness to its customer base. Most service concerns are handled by Phone, FAX or E-mail immediately. Customer Service Engineers, when needed, are dispatched within the day. Internationally, the Company retains Sales/Service representatives, factory trained, to provide the same level of dedication to placing the concerns and needs of the customer first. MARKETS AND PRODUCTS: The Company's near infrared processing systems are principally in demand for the following applications: SemiConductor Packaging: In recent years, flip chip packaging technology has gained widespread acceptance. RTC provides products for key process steps in this packaging technology. The first process, called wafer bumping, involves a reflow solder process to form the solder balls on all of the input/output (I/O) pads on the wafer. Because of the extremely small geometries involved, this process is best accomplished in a hydrogen atmosphere. RTC offers the S-series high temperature furnace for this application which, when equipped with the hydrogen safety package, provides the high temperature (350(Degree)C) reflow process in a 100% hydrogen atmosphere. The second process, called "chip joining" is a reflow solder process for attaching the flip chip die to the semiconductor package or alternatively to a printed circuit assembly (direct chip attach). RTC offers both a near infrared or forced convection oven for the chip joining or direct chip attach processes. RTC's D-series ovens are suitable for low temperature curing applications such as required for the "under-fill" epoxy dispensed under the die in a flip chip package or curing epoxy glob tops for chip on board requirements. For more traditional chip packaging technologies, RTC offers an AG-series furnace designed specifically for the silver-glass die attach process. Silver-glass die attach is an adhesive curing step prior to the wire bonding of the die to the package. A critical thermal profile is required to achieve the proper mechanical and thermal properties of the silver-glass material. Other packaging thermal processes such as final lid sealing (metal or glass) and lead frame embed or pin brazing are easily accomplished in RTC's S- or AG-series furnaces. Photovoltaics: For well over a decade, RTC has been the major supplier of sintering furnaces used by photocell manufacturers for firing metallized inks to form the front-side contacts and the back-side fields on the individual solar cells. The product ideally suited for sintering of the metallized inks is our C-series furnace. In recent years, existing RTC customers have been experimenting with using a modified version of our S-series furnace for phosphorus diffusion which is the first thermal process in the manufacture of solar cells. This process had previously been accomplished in batch mode in a tube furnace. An extremely precise thermal process is required for phosphorus diffusion because this step ultimately determines the cell's efficiency in generating power when exposed to sunlight. Flat Panel Display: While the flat panel display market has been around for several years primarily in Japan, it is a relatively new market for US equipment manufacturers. RTC has developed in close cooperation with a flat panel manufacturer, one of the first US built system for processing large glass panels. The RTC furnace can handle glass panels up to 58 inches wide. In addition to the challenges of achieving uniform heating over the entire panel, there were unique mechanical challenges for handling the large glass panels while loading and unloading the furnace. Printed Circuit Board: RTC offers both infrared and forced convection heating technology for printed circuit board assembly. These low temperature ovens are used for mass reflow soldering of surface mount components to a printed circuit assembly after the solder paste has been screened onto the assembly and the various components have been placed into proper position. Hybrid Thick Film: Hybrid thick film technology involves the firing of various types of inks screen printed on ceramic substrates to form conductors, and resistors. The thick film materials commonly referred to as inks consist of mixtures of metal, glass and/or ceramic powders dispersed in organic vehicles or solutions of polymers in solvents. Precise thermal profiles are required to achieve the desired resistor value, or electrical properties of the conductors. RTC offers the TF-series furnace for firing thick film inks in air, and the TFA-series for firing thick film materials in a controlled, inert atmosphere having a low oxygen content. 2 Multichip Modules: Multichip module technology is an emerging packaging technology. All RTC products can be used in some combination to manufacture a multichip module (or package). A unique requirement exists in the manufacture of a MCM-D structure which is a thin film laminate structure whose inter-layer adhesion is critically dependant on multiple pass curing steps. RTC has developed an intelligent curing oven for just this purpose where integrated sensors, through feed back mechanisms, control the curing process in real-time. All systems use P. C.'s to provide appropriate man/machine interface with embedded microprocessors achieving precise control of thermal operations. Such. functions as power, temperature, belt speed, process gas measurement, profiling, maintenance requirements, data logging, local and remote communications, diagnostics and operation, and computer integrated manufacturing with SECS/GEM interface are available. MARKETING, SALES AND CUSTOMERS The Company sells its products throughout the world, primarily to organizations engaged in the manufacture of electronic components and assemblies. RTC maintains direct sales offices in the United States. Internationally the Company is represented through independent sales/service organizations. Customers evaluate furnace vendors on their technological leadership resulting in high process yield of material produced. This primary benefit combined with high up time, low meantime between failure, MTBF, quick reliable service and spare parts response time combine to produce low cost of equipment ownership. Operating Data - -------------- (in thousands) Year Ended September 30 ----------------------------------------------------- 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Net Sales $4,412 $4,173 $4,023 $2,219 $3,916 Income (loss) from Continuing Operations 592 222 (85) (656) 101 Total Assets 4,102 2,524 1,775 1,413 2,041 Long-term debt 0 0 0 0 0 Per Share Information Income(loss) from Continuing Operations .32 .18 (.44) (3.47) .53 Cash Dividends 0 0 0 0 0 The Company does not experience a seasonal demand for its product. Rather the demand for product, is dependent on the demand for new manufacturing equipment. HISTORY AND PROFITS Radiant Technology Corporation was incorporated in the State of California in 1972. Net sales of $4,412,000 increased $239,425 or 6% for the fiscal year ended September 30, 1997. Net sales of $4,173,000 fiscal 1996 increased $149,372 or 4% from the fiscal 1995 level of $4,023,000. Fiscal 1997 was the most profitable in the history of the Company. Income before benefit of taxes was $433,812, with the after tax benefit it amounted to $591,812 or $.32 per share. This represents a Return on Equity, from the beginning of the year, of 37%. It compares most favorably with prior 2 years earnings, especially when the adjustment for extraordinary item is eliminated as depicted in the statements of income. Cost of Sales was up slightly due primarily to the introduction of a new furnace line and discounts incurred in conjunction with a large order. Selling and G & A costs were kept at moderate levels despite gains in sales and backlog during the reporting fiscal year. Interest was booked as income, rather than expense, for the first time in many years. Borrowing is reserved only for short-term requirements. 3 Research and Development costs were maintained at the same relevant rate as prior years. These costs are essential to the Company's long term future. A future that can move very quickly in the high technology field. LIQUIDITY AND CAPITAL RESOURCES During 1997, cash increased by $446,476. The Company anticipates that it has sufficient cash to fund planned sales growth in 1998 without any long term borrowing. There may be occasional periods when short- term borrowing will be accommodated, although little of this type of activity is foreseen. Furthermore, the Company anticipates having sufficient cash to purchase planned capital equipment requirements. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTER - ------------------------------------------------------------------------- The Company's common stock, symbol RTNC, is quoted by the National Quotation Bureau, Inc. ("NQBI") on the "Pink Sheets". The table below sets forth the representative high and low bid prices for the common stock during each calendar period indicated. The Quotations represent interdealer prices without adjustments for retail mark-ups, mark-downs or commissions and consequently do not necessarily reflect actual transactions. Holders of shares of Common Stock are entitled to receive such dividends, if any, as may be declared by the Board of Directors of the Company out of funds legally available therefore and, upon the liquidation, dissolution or winding up of the Company are entitled to share ratably in all net assets available for distribution to such share holders. The Company has never paid any dividends. It is anticipated that all earnings, if any, will be retained for development of working capital to grow the business of the Company and there is no present intention to declare dividends in the foreseeable future. Shareholders of Record: As of September 30, 1997, the number of recorded holders of the Company's Common Stock was 421. Stock Price - ----------- HIGH LOW ---------------------- 1997 1st Quarter................. $ .50 $ .125 2nd Quarter................. .25 .125 3rd Quarter................. .25 .125 4th Quarter................. .25 .125 1996 1st Quarter............... * * 2nd Quarter................. * * 3rd Quarter................. .625 .188 4th Quarter................. 1.50 .313 * No trading in this quarter due to trading suspension relative to the reverse stock split processing as outlined in the reorganization plan. 4 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------- The Board of Directors and Stockholders Radiant Technology Corporation We have audited the accompanying balance sheets of Radiant Technology Corporation as of September 30, 1997 and 1996, and the related statements of income, stockholders' equity (deficit) and cash flows for each of the years in the three year period ended September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Radiant Technology Corporation as of September 30, 1997 and 1996 and the results of its income and its cash flows for each of the three years in the period ended September 30, 1997 in conformity with generally accepted accounting principles. CACCIAMATTA ACCOUNTANCY CORPORATION Irvine, California December 2, 1997 16 RADIANT TECHNOLOGY CORPORATION Balance Sheets September 30, ------------------------------------ 1997 1996 --------------- --------------- ASSETS Current assets: Cash and equivalents $ 1,817,316 $ 610,128 Accounts receivable 756,505 759,123 Inventories 714,458 640,846 Deferred taxes 170,000 - --------------- --------------- Total current assets 3,458,279 2,010,097 Property and equipment 573,504 444,445 Other 70,222 69,830 --------------- --------------- $ 4,102,005 $ 2,524,372 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 1,000,000 $ - Accounts payable 168,598 174,760 Accrued expenses 384,722 314,638 Customer deposits 368,384 446,485 --------------- --------------- Total current liabilities 1,921,704 935,883 --------------- --------------- Commitments and contingencies - - Stockholders' equity: Preferred stock - - Capital stock 1,143,008 1,143,008 Retained earnings 1,037,293 445,481 --------------- --------------- Total stockholders' equity 2,180,301 1,588,489 --------------- --------------- $ 4,102,005 $ 2,524,372 =============== =============== The accompanying notes are an integral part of these financial statements. 17 RADIANT TECHNOLOGY CORPORATION Statements of Income Year Ended September 30, ------------------------------------------------ 1997 1996 1995 -------------- -------------- -------------- Net sales $ 4,412,024 $ 4,172,575 $ 4,023,203 Cost of Sales 2,859,096 2,545,246 2,548,852 -------------- -------------- -------------- Gross profit 1,552,928 1,627,329 1,474,351 -------------- -------------- -------------- Operating expenses: Selling, general and administrative 906,379 1,089,438 885,257 Research and development 254,561 264,954 239,569 -------------- -------------- -------------- Total operating expenses 1,160,940 1,354,392 1,124,826 -------------- -------------- -------------- Income from operations 391,988 272,937 349,525 Interest income (expense) 41,824 (10,020) (37,231) -------------- -------------- -------------- Income before reorganization expenses, provision for income taxes and extraordinary item 433,812 262,917 312,294 -------------- -------------- -------------- Reorganization expenses: Provision for bankruptcy claims - - 373,130 Professional fees - 40,327 87,395 -------------- -------------- -------------- - 40,327 460,525 -------------- -------------- -------------- Income (loss) before provision for income taxes and extraordinary item 433,812 222,590 (148,231) Provision (benefit) for income taxes (158,000) 800 (63,400) -------------- -------------- -------------- Income (loss) before extraordinary item 591,812 221,790 (84,831) Extraordinary item: Gain on extinguishment of debt (net of taxes of $64,200 in 1995) - 223,691 632,849 -------------- -------------- -------------- Net income $ 591,812 $ 445,481 $ 548,018 ============== ============== ============== Income (loss) per share: Before extraordinary item $ 0.32 $ 0.18 $ (0.44) Extraordinary item - 0.19 3.32 -------------- -------------- -------------- Net income $ 0.32 $ 0.37 $ 2.88 ============== ============== ============== Weighted average number of common shares outstanding 1,867,638 1,209,405 190,409 ============== ============== ============== The accompanying notes are an integral part of these financial statements. 18 RADIANT TECHNOLOGY CORPORATION Statements of Stockholders' Equity (Deficit) Years Ended September 30, 1997, 1996 and 1995 (Accumulated Deficit) Stockholders' Capital Stock Retained Equity -------------------------- Shares Amount Earnings (Deficit) ------------ ------------- --------------- --------------- Balance, September 30, 1994 190,409 $ 2,981,195 $ (3,032,342) $ (51,147) Net loss - - 548,018 548,018 ------------ ------------- --------------- --------------- Balance, September 30, 1995 190,409 2,981,195 (2,484,324) 496,871 Issuance of shares - Bankruptcy reorganization McNamee loan 380,818 175,051 - 175,051 Operation Phoenix loan 571,227 229,172 - 229,172 Creditors and original shareholders 380,818 3,900 - 3,900 Employees 380,818 13,709 - 13,709 Other 90,750 36,300 - 36,300 Repurchase of shares (127,202) (38,989) - (38,989) Application of fresh start accounting - (2,257,330) 2,484,324 226,994 Net income - - 445,481 445,481 ------------ ------------- --------------- --------------- Balance, September 30, 1996 1,867,638 1,143,008 445,481 1,588,489 Net income - - 591,812 591,812 ------------ ------------- --------------- --------------- Balance, September 30, 1997 1,867,638 $ 1,143,008 $ 1,037,293 $ 2,180,301 ============ ============= =============== =============== The accompanying notes are an integral part of these financial statements. 19 RADIANT TECHNOLOGY CORPORATION Statements of Cash Flows Year Ended September 30, -------------------------------------------- 1997 1996 1995 -------------- -------------- -------------- Cash flows from operating activities: Net income $ 591,812 $ 445,481 $ 548,018 Adjustments to reconcile net income to net cash provided by operating activities: Gain on forgiveness of debt - (223,691) (632,849) Issuance of stock for compensation - 13,709 - Bad debt expense 17,800 55,000 23,500 Depreciation and amortization 118,924 100,236 131,422 Inventory obsolescence 15,000 53,000 - Changes in assets and liabilities: (Increase) decrease in: Accounts receivable (15,182) (201,539) (296,271) Inventory (88,612) (111,749) (84,897) Deferred taxes (170,000) - - Prepaid and other assets (9,087) 9,398 22,825 Increase (decrease) in: Accounts payable (6,162) 128,126 - Accrued expenses 70,084 (28,223) - Customer deposits (78,101) 235,400 - -------------- -------------- -------------- Net cash provided (used) by operating activities before reorganization items 446,476 475,148 (288,252) -------------- -------------- -------------- Changes in reorganization items: Increase (decrease) in liabilities: Not subject to compromise - - 446,985 Subject to compromise - (45,809) - -------------- -------------- -------------- Net change in reorganization items - (45,809) 446,985 -------------- -------------- -------------- Net cash provided (used) by operating activities 446,476 429,339 158,733 -------------- -------------- -------------- Cash flows from investing activities: Capital expenditures (239,288) (160,158) (48,183) -------------- -------------- -------------- The accompanying notes are an integral part of these financial statements. (continued) 20 RADIANT TECHNOLOGY CORPORATION Statements of Cash Flows (continued) Year Ended September 30, -------------------------------------------- 1997 1996 1995 -------------- -------------- -------------- Cash flows from financing activities: Repurchase of common stock $ - $ (38,989) $ - Borrowing on line of credit 1,000,000 - - -------------- -------------- -------------- Net cash provided (used) by financing activities 1,000,000 (38,989) - -------------- -------------- -------------- Net increase in cash 1,207,188 230,192 110,550 Cash and cash equivalents, beginning of year 610,128 379,936 269,386 -------------- -------------- -------------- Cash and cash equivalents, end of year $ 1,817,316 $ 610,128 $ 379,936 ============== ============== ============== Supplemental disclosures of cash flow information and non-cash investing and financing activities: 1997 1996 1995 -------------- -------------- -------------- Cash paid during the year for: Interest $ - $ - $ - Income taxes $ 800 $ 800 $ 13,369 In 1996, as part of the bankruptcy plan, debt and accrued interest of $406,223 and payables of $3,900 were retired through the issuance of common stock. In 1996, the Company issued common shares with a value of $36,309 to purchase accounts receivable originally seized by Bank of America during the bankruptcy proceedings. Upon emergence from bankruptcy the Company applied fresh-start accounting, resulting in an increase in fixed assets and patents, the elimination of accumulated deficit and a reduction in the capital stock as follows: Fixed assets $ 176,994 Patents 50,000 Capital stock 2,257,330 Retained Earnings (2,484,324) ------------- $ - ============= The accompanying notes are an integral part of these financial statements. 21 RADIANT TECHNOLOGY CORPORATION SEPTEMBER 30, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - -------------------------------------------------- Nature of Operations -------------------- Radiant Technology Corporation (the "Company") is engaged in the manufacturing and marketing of infrared conveyorized ovens and furnaces used by the microcircuit manufacturing industry. All of the Company's operations are located in California. Sales to entities located outside the United States are as follows: 1997 1996 1995 -------------- -------------- -------------- Pacific Rim countries $ 616,860 $ 538,100 $ 1,037,400 European countries 819,631 311,600 207,100 NAFTA countries 52,500 215,900 328,200 -------------- -------------- -------------- $ 1,488,991 $ 1,065,600 $ 1,572,700 ============== ============== ============== Revenue recognition ------------------- The Company recognizes revenue from product sales upon shipment. Cash and cash equivalents ------------------------- For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Accounts receivable and sales returns ------------------------------------- The allowance for doubtful accounts and sales returns includes management's estimate of the amount expected to be lost on specific accounts and for losses on other as yet unidentified accounts included in accounts receivable. In estimating the allowance component for unidentified losses and returns, management relies on historical experience. The amounts the Company will ultimately realize could differ materially in the near term from the amounts assumed in arriving at the allowance for doubtful accounts and sales returns in the accompanying financial statements. Inventories ----------- Inventories include material, direct labor and manufacturing overhead and are reported at the lower of cost (determined on the first-in-first-out method) or market. Allowances for slow moving and obsolete inventory are based on management's estimate of the amount considered obsolete based on specific review of inventory items. In estimating the allowance, management relies on its knowledge of the industry as well as its current inventory levels. 22 RADIANT TECHNOLOGY CORPORATION 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) - -------------------------------------------------------------- Equipment --------- Equipment is stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets or over the lesser of the term of the lease or the estimated useful life for leasehold improvements. Maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. Upon the sale or retirement of equipment, the accounts are relieved of the cost and the related accumulated depreciation and amortization, and any resulting gain or loss is included in operations. Software development costs -------------------------- The Company capitalizes internal software development costs in accordance with Statement of Financial Accounting Standards No. 86. The capitalization of these costs begins when a product's technological feasibility has been established and ends when the product is available for general release to customers. The Company uses the working model approach to establish technological feasibility. Amortization is computed on an individual product group on the straight-line method over the estimated economic life of the product. Currently, the Company is using an estimated economic life of three years for all capitalized software costs. Amortization expense was $45,363, $52,794 and $105,591 for 1997, 1996 and 1995, respectively. Customer deposits ----------------- The Company often requires a deposit from customers before commencing work on a furnace. It is the Company's policy to record the deposit as a receivable with a corresponding deferred liability at the time the sales order is written. When the deposit is received, the receivable is relieved. Income taxes ------------ Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. 23 RADIANT TECHNOLOGY CORPORATION 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) - -------------------------------------------------------------- Earnings per common share ------------------------- Earnings per common share is computed by dividing reported earnings by the weighted average number of common shares outstanding during the respective periods. Common stock equivalents were excluded from the computations of earnings per share because the effect of including such equivalents in the computation would have been anti-dilutive. Fair value of financial instruments ----------------------------------- The fair value of financial instruments, consisting principally of notes payable is based on interest rates available to the Company and comparison to quoted prices. The fair value of these financial instruments approximates carrying value. Stock based compensation ------------------------ The Company accounts for compensation costs related to employee stock options and other forms of employee stock-based compensation plans in accordance with the requirements of Accounting Principles Board Opinion 25 ("APB 25"). APB 25 requires compensation costs for stock based compensation plans to be recognized based on the difference, if any, between the fair market value of the stock on the date of the grant and the option exercise price. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 123, Accounting for Stock-Based Compensation ("SFAS 123"). SFAS 123 established a fair value-based method of accounting for compensation costs related to stock options and other forms of stock-based compensation plans. However, SFAS 123 allows an entity to continue to measure compensation costs using the principles of APB 25 if certain pro forma disclosures are made. SFAS 123 is effective for fiscal years beginning after December 15, 1995. The Company adopted the provisions of pro forma disclosure requirements of SFAS 123 in fiscal 1997. Options granted to non-employees are recognized at their estimated fair value at the date of grant. Use of estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Reclassifications ----------------- Certain items in the 1996 and 1995 financial statements have been reclassified to conform with the 1997 presentation. 24 RADIANT TECHNOLOGY CORPORATION 2. BANKRUPTCY PROCEEDINGS - --------------------------- On November 12, 1993 the Company filed petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Central District of California. The Bankruptcy Court confirmed the Plan of Reorganization on August 3, 1995 and the bankruptcy was dismissed on February 20, 1996. The plan called for the following: * Existing outstanding common shares at the time of bankruptcy were diluted 30:1. Upon this reverse stock split, the shareholders in this class were given the option to redeem all their new shares for $.20 per share. Shareholders left with five or fewer shares after the reverse split were subject to automatic repurchase. * Unsecured general creditors with claims in excess of $300 were given the option to either a) convert to equity by accepting a pro-rata portion of 380,818 shares of common stock or b) accept cash equivalent to 15 percent of their allowed claims. If option a) was selected, the pro-rata share was determined by claims allowed, not by the number of creditors selecting this option. Any of the 380,818 shares not distributed because the creditors elected option b) were distributed to existing shareholders who did not elect to receive cash for their shares. As a result 370,647 shares were distributed to existing shareholders. * Unsecured general creditors with claims of $300 or less were paid in full. * Lawrence McNamee received 380,818 shares of common stock as payment for his post-petition loan and related accrued interest totaling $177,051. * Operation Phoenix, a general partnership consisting of Company employees, received 571,227 shares of common stock as payment for a post-petition loan and related accrued interest totaling $229,172. * Employees who agreed to take no wages during the shutdown period and agreed to reduce wages for a period of two years were awarded 380,818 shares of common stock. Total debt forgiven was $920,740. The Company accounted for the reorganization using fresh-start reporting. Accordingly all assets and liabilities were restated at the date of dismissal to reflect their reorganization value, which approximates fair value at the date of reorganization. Independent appraisers were used to determine the fair value of assets. The book value of fixed assets were increased by $177,000 and patents by $50,000. Accumulated deficit of $2,484,324 was eliminated with a corresponding net reduction in capital stock. While the 1995 financial statement information is presented to satisfy regulatory requirements, this presentation should not be viewed as a continuum because the 1996 and 1997 financial statements are those of a different reporting entity prepared using a different basis of accounting, and therefore, are not comparable to those of prior periods. 25 RADIANT TECHNOLOGY CORPORATION 3. CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS - ----------------------------------------------------------- The Company, from time to time, has cash deposits at financial institutions in amounts in excess of federally-insured limits. The Company believes that credit risk related to its cash deposits is limited due to the quality of the financial institutions. The Company's customers are located in several geographic markets, primarily in the United States, Europe and Pacific Rim countries and are concentrated within three industries. To minimize the risk of loss, the Company routinely assesses the financial strength of its customers, and may require a substantial downpayment prior to commencing machine production. Net accounts receivable by geographic markets are as follows: 1997 1996 --------------- --------------- United States 94% 99% European countries 5% 1% Pacific Rim countries 1% - NAFTA countries - - --------------- --------------- 100% 100% =============== =============== During 1997, 1996 and 1995, the five largest customers represented 63, 38 and 34 percent of revenues. At September 30, 1997 and 1996 the five largest account receivable balances represented 74 and 95 percent, respectively, of total accounts receivable. 4. ACCOUNTS RECEIVABLE - ------------------------- 1997 1996 --------------- ---------------- Trade receivables $ 794,005 $ 845,123 Less: allowance for doubtful accounts (37,500) (86,000) --------------- ---------------- $ 756,505 $ 759,123 =============== ================ 26 RADIANT TECHNOLOGY CORPORATION 4. ACCOUNTS RECEIVABLE (CONTINUED) - ------------------------------------ Activity relating to the allowance for doubtful accounts and sales returns is as follows: 1997 1996 1995 ---------- ----------- ---------- Balance at beginning of year $ 86,000 $ 31,000 $ 7,500 Provision 17,800 71,300 45,000 Write offs (66,300) (16,300) (21,500) ----------- ----------- ----------- Balance at end of year $ 37,500 $ 86,000 $ 31,000 =========== =========== ============ 5. INVENTORIES 1997 1996 --------------- --------------- Raw materials $ 455,848 $ 394,176 Work in process 358,610 425,670 --------------- --------------- 814,458 819,846 Allowance for obsolete inventories (100,000) (179,000) --------------- --------------- $ 714,458 $ 640,846 =============== =============== Activity relating to the allowance for obsolete inventories is as follows: 1997 1996 1995 --------------- --------------- --------------- Balance at beginning of year $ 179,000 $ 126,000 $ 348,000 Provision 15,000 80,000 24,000 Write offs (94,000) (27,000) (246,000) --------------- --------------- --------------- Balance at end of year $ 100,000 $ 179,000 $ 126,000 =============== =============== =============== 27 RADIANT TECHNOLOGY CORPORATION 6. EQUIPMENT Life in years 1997 1996 --------------- ---------- ---------- Machinery and equipment 7 $ 318,649 $ 288,935 Office furniture and equipment 7 43,200 31,873 Leasehold improvements 5 60,867 125,408 Vehicles 5 15,050 15,050 Capitalized computer software 3 273,470 136,090 ---------- ---------- 711,236 597,356 Less: accumulated depreciation and amortization (137,732) (152,911) ---------- ---------- $ 573,504 $ 444,445 ========== ========== Leasehold improvements of $125,408, which were fully depreciated, were removed from the Company's books upon moving to a new building in January 1997. Depreciation and amortization for 1997 and 1996 was $110,229 and $95,878, respectively. 7. OTHER ASSETS - - ------------------- 1997 1996 --------------- --------------- Deposits $ 24,430 $ 18,288 Patents, net of amortization of $13,053 and $4,358 36,947 45,642 Other 8,845 5,900 --------------- --------------- $ 70,222 $ 69,830 =============== =============== 8. NOTES PAYABLE - ------------------ The Company has a $1,000,000 revolving line of credit, bearing interest at the LIBOR rate plus 2 percent. The line expires in September 1998, but may be renewed at the option of the Company. 28 RADIANT TECHNOLOGY CORPORATION 9. ACCRUED EXPENSES - --------------------- 1997 1996 --------------- --------------- Payroll and related items $ 143,388 $ 77,364 Commissions 52,792 64,973 Warranties 120,000 40,000 Moving expenses - 90,000 Other 68,542 42,301 --------------- --------------- $ 384,722 $ 314,638 =============== =============== 10. COMMITMENTS AND CONTINGENCIES - ---------------------------------- Operating leases ---------------- In November 1996 the Company signed a five year lease on a building in Fullerton, California. Base monthly rent is $10,600 plus common area charges of approximately $2,300 per month. Minimum future lease payments under non-cancellable operating leases for each of the next five years and in the aggregate are: Year ending September 30, 1998 $ 154,800 1999 155,595 2000 164,340 2001 164,340 2002 51,600 Thereafter - ---------------- $ 690,675 ================ Rent expense for 1997, 1996 and 1995 was $147,200, $121,000 and $96,942, respectively. Environmental matters --------------------- The Company, like others in similar businesses, is subject to federal, state and local environmental laws and regulations. Although Company environmental policies and practices are designed to ensure compliance with these laws and regulations, future developments and increasingly stringent regulation could require the Company to make unforeseen environmental expenditures. 29 RADIANT TECHNOLOGY CORPORATION 11. STOCKHOLDERS' EQUITY - ------------------------- Preferred stock --------------- At September 30, 1997 and 1996 there were 5,000,000 authorized shares of preferred stock, of which no shares were issued and outstanding. Common stock ------------ The Company has authorized 24,000,000 shares of no par value common stock. At September 30, 1997 and 1996, 1,867,638 shares were issued and outstanding. Warrants -------- As a result of a successful private placement, an investment banking firm was issued stock warrants to purchase up to 8,000 shares of the Company's common stock at $12.00 per share The warrants became exercisable on June 30, 1992 and expired in August 1997 without being exercised. EMPLOYEE STOCK OPTIONS ---------------------- Incentive and non-statutory option plan --------------------------------------- The Company adopted an incentive and non-statutory stock option plan which provides for granting options to key employees and officers. Under the plan, options up to 1,000,000 shares may be granted at a price not less than the fair market value of such shares on the date of the grant, and the maximum term of each option may not exceed ten years. With respect to any participant who owns stock possessing more than 10% of the voting rights of the Company's outstanding capital stock, the exercise price of any stock option must not be less than 110% of the fair market value on the date of the grant and the maximum term may not exceed five years. Non-statutory director options ------------------------------ On September 30, 1996, the Company granted 20,000 non-statutory options to each of three outside board members. The options vest 50% at September 30, 1996 with the balance vesting at the end of year one, and the options expire three years after vesting. The option price is $.48 per share which was equal to the market price at the date of the grant. 30 RADIANT TECHNOLOGY CORPORATION 11. STOCKHOLDERS' EQUITY (CONTINUED) - ------------------------------------- Lawrence McNamee ---------------- On January 1, 1991, the Company and its chairman, Lawrence McNamee, executed a one year employment agreement wherein Mr. McNamee was granted six blocks of options totaling 275,350 options which amounted to 10% of the outstanding shares. The option price varied according to the date of the grant. The employment agreement provided that in the event the Company issued any additional (or repurchased existing) shares of common stock (excluding shares issued or issuable pursuant to Mr. McNamee's employment agreement), the number of options issued to Mr. McNamee should be automatically and proportionately adjusted as to preserve the ratio of ten percent of the outstanding common stock. Under certain conditions, Mr. McNamee may be issued additional options in the amount equal to five percent of the outstanding options and warrants excluding those belonging to Mr. McNamee. The exercise price of any additional options issued would be the fair market value of the stock on the date of grant. This adjustment provision of Mr. McNamee's employment agreement is referred to as the "Adjustment" clause. During the year ended September 30, 1996 Mr. McNamee was granted 167,723 options under this adjustment clause, while 248,715 of the original options expired. Option prices range from $.075 to $.375. In fiscal 1997, all of these options expired. Mr. McNamee also holds options to acquire 326,666 shares at $.075 per share issued to him in lieu of salary in 1992. These options have no expiration date. The following table summarizes shares under option, including options both under the Plan and outside the Plan, for the years ended September 30, 1997 and 1996: Weighted Number of Price Average Shares Per Share Exercise price Exercisable ------------- ------------- -------------- -------------- October 1, 1995 765,006 $.063-.50 $0.13 765,006 ============== Granted 227,731 $0.48 $0.48 Exercised - Canceled (308,715) $.063-.50 $0.10 ------------- ------------- -------------- September 30, 1996 684,022 $.063-.50 $0.25 624,014 ----------------------------- -------------- ============== Granted 50,000 $0.48 $0.48 Exercised - Canceled (234,356) $.075-.50 $0.44 ------------- ------------- -------------- September 30, 1997 499,666 $.063-.48 $0.19 419,666 ============= ============= ============== ============== 31 RADIANT TECHNOLOGY CORPORATION 11. STOCKHOLDERS' EQUITY (CONTINUED) - ------------------------------------- Stock options (continued) ------------------------- The following information applies to employee options outstanding at September 30, 1997: Outstanding ------------------------------------------------------ Weighted Average Weighted Remaining Average Range of Number of Contractual Exercise exercise prices Shares Life (Years) Price ---------------- --------------- ------------------ ------------- $0.063 18,000 2 $0.06 $0.075 326,666 5 $0.08 $0.313 - .375 45,000 1 $0.33 $0.48 110,000 3 $0.48 --------------- ------------- 499,666 $0.19 =============== ============= Statement of Financial Accounting Standards 123, "Accounting for Stock-Based Compensation", encourages but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees", and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of grant over the amount an employee must pay to acquire the stock. Had compensation cost for the plan been determined based on the fair value of the options at the grant dates consistent with the method of SFAS 123, the Company's net income and earnings per share would have been: 1997 1996 --------------- --------------- Net income As reported $ 591,812 $ 445,481 Pro forma $ 543,759 $ 406,178 Primary earnings per share As reported $ 0.32 $ 0.37 Pro forma $ 0.29 $ 0.34 32 RADIANT TECHNOLOGY CORPORATION 11. STOCKHOLDERS' EQUITY (CONTINUED) - ------------------------------------- Stock options (continued) ------------------------- These pro forma amounts may not be representative of future disclosures because they do not take into effect pro forma compensation expense related to grants made before 1996. In addition, potential deferred tax benefits of approximately $19,200 and $15,700 in 1997 and 1996, respectively, have not been reflected in the pro forma amounts due to the uncertainty of realizing any benefit. The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for 1997 and 1996: Expected life (years) 4 Risk-free interest rate 6.00% Volatility 100% Expected dividends None The weighted fair value of options granted during the years ended September 30, 1997 and 1996 for which the exercise price approximated the market price on the grant date was $.48. 12. INCOME TAXES - ----------------- Income tax expense (benefit) consisted of the following: 1997 1996 1995 ------------ ------------- ------------- Current tax expense $ 12,000 $ 800 $ (63,400) Deferred tax benefit (170,000) - - ------------ ------------- ------------- $ (158,000) $ 800 $ (63,400) ============ ============= ============= 33 RADIANT TECHNOLOGY CORPORATION 12. INCOME TAXES (CONTINUED) - ----------------------------- Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations in 1997, 1996 and 1995 as a result of the following: 1997 1996 1995 ------------- ------------ ------------ Continuing operations: Federal expected tax expense $ 147,000 $ 68,600 $ (50,400) State expected tax expense 40,000 20,700 (13,000) Inventory allowance (32,000) - - Accounts receivable allowance (19,000) - - Moving expense accrual (36,000) - - Depreciation timing differences 14,000 - - Deferred tax valuation allowance (170,000) - - Use of NOL carryforwards - federal (88,000) (68,600) - Use of NOL carryforwards - state (14,000) (19,900) - ------------- ------------ ------------ (158,000) 800 (63,400) ------------- ------------ ------------ Extraordinary item: Federal - 69,000 215,200 California - 20,800 58,900 Benefit of NOL carryforward - (89,800) (274,100) ------------- ------------ ------------ Income tax expense (benefit) $ (158,000) $ 800 $ (63,400) ============= ============ ============ The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at September 30, 1997 and 1996 are as follows: 1997 1996 --------------- --------------- Net operating loss carryforwards $ 520,000 $ 687,990 Allowance for slow moving inventories 34,000 61,000 Allowance for doubtful accounts 15,000 29,000 Other (106,000) (90,000) --------------- --------------- Deferred tax assets 463,000 687,990 Less valuation allowance (293,000) (687,990) --------------- --------------- Net deferred tax asset $ 170,000 $ - =============== =============== 34 RADIANT TECHNOLOGY CORPORATION 12. INCOME TAXES (CONTINUED) - ----------------------------- During the year the Company reduced the valuation allowance to reflect the deferred tax assets utilized in fiscal 1997 to reduce current income taxes of $102,000 and to recognize a deferred tax asset of $170,000 at September 30, 1997. The recognized deferred tax asset is based upon expected utilization of the net operating loss carryforwards and reversal of certain temporary differences. The ultimate realization of the deferred tax asset will require aggregate taxable income of approximately $1,523,000 in future years. At September 30, 1997, the Company had net operating loss carryforwards for federal income tax purposes expiring as follows: 2005 $ 250,066 2007 651,993 2009 620,976 -------------- $ 1,523,035 ============== Federal investment credit and other general business credit carryforwards total $35,600 and $105,500, respectively, and expire at various dates through 2003. 13. EMPLOYEE BENEFIT PLAN - -------------------------- The Company's 401(k) plan was re-activated during fiscal 1996. All employees are eligible as long as they are 21 years of age and have completed one year of employment. The plan provides for Contributions by the Company in such amounts as management may determine. No expense was charged to operations in 1997 or 1996.